Corporate Governance

Legal Organisation

Swedencare

The parent company Swedencare AB (publ) is responsible for the strategy, business planning and management. This is done by the control of trademarks and patents, sales rights, cooperation agreements and as parent company of the subsidiaries. The Company and headquarter is located at Medeon Science Park in Malmö, Sweden.

Subsidiaries/Sales Company

Swedencare owns 100% of the shares to all subsidiaries/sales companies which are responsible for the sales and marketing for its individual regions. The subsidiaries provide a monthly financial report as well as a sales progress to Swedencare. The group also have a common ERP-system where orders and invoices are registered. The system enables an effective production planning at the same time as the subsidiaries can track the order progress. Through the local market knowledge of the subsidiaries, the marketing can be customized and the local customer preferences and new products can easily and effectively be identified. The subsidiaries are located and managed in Greece, Spain, France, Great Britain, Ireland, Sweden and the US.

Swedencare Legal Organization

Board of Directors

The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.

Swedencare Board Of Directors

Per Malmström
President of the Board since 2014 – Born 1961.

•  Background from the financial sector, among others SEB, Aragon Fondkommission, CFO at Adera AB 1998-2001 (Addnode AB), as well as several Board assignments. Bachelor of economics from Örebro Högskola.

•  Managing Director and member of the board at Per Malmström Consulting AB. President of the board in K3 Nordic AB, K3 Travel AB, SVANBERG & CO INVEST AB, Creative Tools, Northway Partners, Deligate AB.

Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*:  600 000 shares

Håkan Lagerberg
Member of the board since 2014 – Born 1968.

•  International experience from leading positions in private and public companies. International Jur. Kand from Lunds University. Post graduate in International Trade Law from University of Torino in Italy.

•  Chairman of the Board of One CC AB. Member of the Board of Directors of Polygiene AB (publ), HAOLAG AB and Mastan AB.

Independent in relation to the company/company management: No
Independent in relation to the company’s major owners: No
Holding*:  5 551 810 shares

Johan Bergdahl
Member of the board since 2014 – Born 1970.

•  Entrepreneur and owner to several companies within sales, IT and property management. Degree in Market economy from Nercia Business School.

•  President of the board in Local Market Sweden AB and BR Group AB. Member of the board in Comera AB, JCC Group AB, JCC Group Invest AB, Junikvisten 10 AB, Rostastrand Holding AB, BR Group Holding AB, BR Group Fastigheter AB, Storgatan Fastigheter AB and Trygghandel AB.

Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*:  7 551 755 shares

Thomas Eklund
Member of the board since 2016 – Born 1967.

•  Advisor to Patricia AB (Investor AB) and former Managing Director of Investor Growth Capital in Europe.
Extensive experience of investments and business development within the healthcare market.
•  Chairman of the Board of Sedana Medical AB (publ).

•  Board member of Boule Diagnostics AB, Biotage AB, Rodebjer Form AB and Immedica Pharma AB.

Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: Yes
Holding*:  950 000 shares

Håkan Svanberg
Member of the board since 2014 – Born 1957.

•  Entrepreneur and owner to several companies within IT, travel and finance. Master in Philosophy from Örebro University.

•  Managing Director in SVANBERG & CO INVEST AB. Member of the board in Creative Tools, Deligate AB, EyeonID Group AB, K3 Nordic AB, SVANBERG & CO INVEST AB, H. Svanberg Software Holding, Northway Partners, Svanberg Factoring, Treberg Holding AB, Kontosmart AB. Deputy of the board in Chief Holding AB and SWG Holding AB.

Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*:  23 007 275 shares

Sara Brandt
Member of the board since 2019 – Born 1963.

•  Vice President Almi Företagspartner, former VP and CEO Berner Nordic and before that senior positions on ia. Cederroth Nordic, Coca-Cola Sweden, Unilever Nordic and UK. Long background from international B2C and B2B companies and broad experience from several industries and product categories such as consumer health and international distributor activities.
Board member of ClearOn and Almi Skåne.

Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: Yes
Holding*:  –

Own or related holdings of shares and other financial instruments in Swedencare. Holding by December 31, 2020.

Management

Håkan Lagerberg – CEO

Håkan is a member of the board since 2014 and holds the leading position since 2014. Håkan has international experience from leading positions in private and public companies. International Jur. Kand from Lunds University. Postgraduate in International Trade Law from University of Torino in Italy.

He is also a Chairman of the Board of One CC AB. Member of the Board of Directors of Polygiene AB (publ), HAOLAG AB, and Mastan AB.

*Number of Shares in Swedencare: 5 551 810 shares

Jenny Graflind – CFO

Jenny has been employed since 2017 and holds the leading position since 2017. She has a long international background as CFO and previously as, among other functions Financial Controller
and auditor of global groups, both privately owned as owned by private equity. Jenny has a Bachelor of Science Management from Florida Atlantic University. Board member of USWE.

*Number of Shares in Swedencare:  175 000 shares.

*Holding per 2021-06-30

Responsible at Swedecare's subsidiaries

Jason Braun
MD of the subsidiary Animal Pharm Care USA Inc

•  Jason has been employed since 2003.

•  Over 25 years of experience in the animal health industry. Founder and MD of Animal Pharmaceuticals since 2003.
Degree from Florida Atlantic University.

No other assignments.
Number of Shares in Swedencare:  1 259 970 shares.

Ed Holden
MD of the subsidiary Holden2 LLC

•  Ed has been employed since 2011.

•  Over 10 years of experience in Internet Marketing and eCommerce. Founder and MD of Holden2 since 2011.
Degree in Management Information Systems from Loras College.

No other assignments.
Number of Shares in Swedencare:  299 600 shares.

John Leonard
MD of the subsidiaries Swedencare UK Ltd and Swedencare Ireland

•  John has been employed since 2004.

•  Over 20 years of experience in the Oral health industry as Sales Manager at TePe and Colgate and development manager at CTS dental.
HND Business & Finance from Teesside University.

No other assignments.
Number of Shares in Swedencare:  418 515 shares.

Brian Nugent
MD of the subsidiary StratfordCare USA Inc

•  Brian has been employed since 2011.

•  Over 20 years experience as a founder, COO, and CEO of multiple successful animal health companies based in the United States.
Prior to Animal Health, Brian worked in Operations Management for the Tampa Bay Buccaneers of the National Football League (NFL).
Bachelor of Science in Multi-National Business Operations from the Florida State University.

No other assignments.
Number of Shares in Swedencare:  325 000shares.

Ioanna Psychogiou
Country Manager of the subsidiary Biovet

•  Ioanna has been employed since 2012.

•  Background as manager of Biovet and experience in the pet and veterinary markets.
Physics Degree and Master’s Degree in Electronic Telecommunication of Technology.

No other assignments.
Number of Shares in Swedencare:  156 790 shares.

Matthew Shaw
MD of the subsidiary Nutravet UK Ltd

•  Matthew has been employed since 2008.

•  Entrepreneurial background across various sectors. Expertise in building brands with a keen eye for detail
particularly in product development, sales & marketing.
Founded Nutravet in 2008, which has grown to be the number 1 vet exclusive nutraceutical brand in the UK.

No other assignments.
Number of Shares in Swedencare:  2 903 845 shares.

Martin Shimko
MD of the subsidiary SwedencareUSA Inc

•  Martin has been employed since 2005.

•  A background as a management trainee from NASSCO and the management group in The Bohle Co.
Bachelor of Science in Engineering from the University of Michigan and a degree in accounting from the University of California LA.

No other assignments.
Number of Shares in Swedencare: 1 400 000 shares.

Raquel Tosca
Country Manager of the subsidiary Swedencare Spain SLU

•  Raquel has been employed since 2019.

•  An international background of international business, marketing and communication at the latest from the animal health company Laboratorios Calier. Master’s degree in Marketing, Communication & Digital Publicity from UOC University in Barcelona and Inesdi Digital Business School.

No other assignments.
Number of Shares in Swedencare:  -.

Sabine Uhde
Head of the Nordic subsidiary Swedencare Nordic AB

•  Sabine has been employed since 2015.

•  Background as a department manager and from the marketing department on TT-line.
Associate Degree.

No other assignments.
Number of Shares in Swedencare:  -.

 

Aricles of Association

Articles of Association for
Swedencare AB (publ) (556470-3790)

§ 1 COMPANY NAME
The company name is Swedencare AB (publ). Public company.

§ 2 REGISTERED OFFICE
The registered head office of the company is in the municipality of Malmö.

§ 3 OBJECTS OF THE COMPANY
The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.

§ 4 SHARE CAPITAL
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 NUMBER OF SHARES
The number of shares shall be not less than 10,000,000 and not more than 40,000,000.

§ 6 FINANCIAL YEAR
The company’s financial year shall be the calendar year.

§ 7 BOARD OF DIRECTORS
The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.

§ 8 AUDITOR
For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.

§ 9 ANNUAL GENERAL MEETING

The following matters shall be addressed at the Annual General Meeting:

1. Election of a chairman at the meeting;

2. Preparation and approval of the voting list;

3. Election of one (1) or two (2) persons to verify the minutes of the meeting;

4. Approval of the agenda;

5. Determination of whether the meeting was duly convened;

6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;

7. Resolutions:

(a) regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet

(b) regarding allocation of profit or loss in accordance with the adopted balance sheet

(c) regarding the discharge from liability of the board members and, where applicable, of the managing director;

8. Determination of fees for the board of directors and, where applicable, for the auditors;

9. Election of the board of directors and auditors; and

10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.

§ 10 NOTICE TO ATTEND
Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address.
Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

§ 11 APPLICATION IN ADVANCE
A shareholder, who wishes to participate at the general meeting, shall (i) be included in the transcript or other record of the share register as of five days before the meeting (ii) notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.

§ 12 CSD CLAUSE
The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).

Articles of Association adopted at the general meeting held on March 7, 2016.

Audit

At the 2020 Annual General Meeting, the authorized auditing firm Grant Thornton Sweden AB was reappointed for an additional one-year period up to and including the 2021 Annual General Meeting.

The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.

Swedencare’s AUDITOR
Petter Rankell
Principal auditor
Authorized Public Accountant at Grant Thornton Sweden AB.
Auditor in the group since 2018.

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